About Adviser
Cain International Advisers Limited (“Adviser”), a private limited company with company
registration number 10486651, was incorporated in England and Wales on November 18, 2017.
Adviser has been registered with the U.S. Securities and Exchange Commission as an investment
adviser, under the Investment Advisers Act of 1940, as amended, since March 2018.
Adviser is jointly owned by Eldridge Industries, LLC (“Eldridge”) and Holne Investments Limited
("Holne"). Todd Boehly is Chairman, Chief Executive Officer, and controlling member of
Eldridge. Jonathan Goldstein is the Chief Executive Officer and controlling shareholder of Holne.
Adviser's investment personnel are employed by affiliates of Adviser for operational purposes.
Adviser treats those affiliates and their personnel as "access persons," "supervised persons" and
"advisory affiliates" for purposes of the Investment Advisers Act of 1940 (the "Advisers Act"),
and such affiliates and persons are included in references to "Adviser" throughout this Brochure.
History of Adviser
Eldridge and Holne founded and established Cain Hoy Enterprises LP in 2015 for the purpose of
investing in real estate, real estate loans and operating companies that require real estate expertise.
In 2016, Cain Hoy Enterprises LP changed its name to Cain International LP ("Cain International")
to reflect its growing international presence.
Drawing upon their expertise managing assets in global real estate markets, Eldridge and Holne
established Adviser in 2017 to offer real estate investment strategies and products to third-party
clients, as well as to Eldridge, Cain International and their subsidiaries and affiliates. To facilitate
Adviser's ability to provide investment advisory services to third-party clients, Cain International
transitioned its investment teams and accompanying resources to Adviser. The investment teams
continue to manage Cain International's real estate investment portfolio under investment advisory
agreements between Adviser and Cain International.
Services Offered by Adviser
Adviser offers certain investment advisory and management services on a discretionary and/or
non-discretionary basis, depending on the client's governance, structure, and needs. A variety of
strategies are designed to allocate client capital across debt and equity capital structures with
underlying real estate assets.
Adviser may, from time to time, prepare written commentary on general market conditions. The
commentary will be designed to educate and inform current and prospective clients, consultants,
and other business contacts. Adviser does not charge a fee for providing these commentaries and
may determine in its discretion to discontinue this practice at any time. Adviser may provide such
commentary to current clients but cannot guarantee that all such commentary will be provided to
all clients.
Adviser focuses on global real estate and does not offer clients a complete investment program
diversified across all asset classes. For further information regarding the investment risks
associated with Adviser’s strategies, please refer to the discussion below under Item 8 – “Methods
of Analysis, Investment Strategies and Risk of Loss”.
Adviser is affiliated with Cain International Management Limited ("Jersey Manager"), a Jersey
domiciled company, jointly owned by Eldridge and Holne, that serves as manager to Cain
International European Real Estate Opportunity Fund I, LP (the “EREO Fund”), a private fund
and a client of Adviser. Jersey Manager may serve as manager to additional investment vehicles
that Adviser establishes in the future. Jersey Manager is exempt from registration under the
Advisers Act pursuant to Section 203(m) and Rule 203(m)-1 under the Advisers Act.
Clients
Funds
Adviser provides non-discretionary investment advisory services to Jersey Manager in connection
with its management of the EREO Fund. The EREO Fund is a Jersey domiciled limited
partnership. Cain International European Real Estate Opportunity Fund I GP Limited, an affiliate
of Adviser and Manager, is the general partner of the EREO Fund. Jersey Manager serves as
manager to the EREO Fund.
Adviser intends to sponsor additional private funds to be offered to qualified investors in the
United States and elsewhere (such funds, including EREO Fund, the "Funds"). Funds will
generally invest through private holding companies in which an unaffiliated party also will hold
an interest, referred to herein as "holding companies". Senior principals of Adviser will generally
serve on holding companies' respective boards of directors and, in certain cases, otherwise act to
influence control over management of holding companies in which the Funds have invested.
Senior principals of Adviser serving on holding company boards will not receive compensation
for such roles.
It is expected that such Funds will include those that take the form of a Jersey limited partnership
and/or a Delaware limited partnership (or such other form and jurisdiction of incorporation as
Adviser determines). An affiliate of Adviser will typically serve as general partner to Funds, and
Jersey Manager may serve as manager to Funds. Adviser will provide non-discretionary
investment management (or, in the circumstances set out in Item 4 - "Regulatory Limitations and
Strategy", discretionary investment management) services to Jersey Manager and/or the relevant
Fund’s general partner, as applicable. Jersey Manager and/or such general partner, as applicable,
will rely upon the services it receives from Adviser to manage the Funds. Jersey Manager or the
Fund’s applicable general partner will generally manage the applicable Fund on a discretionary
basis. Adviser's advisory services for the Funds are detailed in the applicable private placement
memoranda or other offering documents of the relevant Fund.
Separately Managed Accounts
Adviser has entered into investment advisory agreements with its affiliates to manage Cain
International's real estate investment portfolio, and to provide advice, analysis, and due diligence
on real estate investment opportunities.
In addition, Adviser has entered into non-discretionary or, in the circumstances set out in Item 4 -
"Regulatory Limitations and Strategy", discretionary investment management agreements with
other clients seeking separately managed account strategies ("SMAs", which includes any such
agreements with Cain International), which are established in consultation
with such clients based
on investment guidelines and objectives determined by Adviser and the clients. SMAs may impose
restrictions on Adviser's authority to invest in specific types of investments.
Client Documentation
The documentation governing each Fund or other client relationship, which may include non-
discretionary or, in the circumstances set out in Item 4 - "Regulatory Limitations and Strategy",
discretionary investment management agreements, private placement memoranda or other offering
documents, including any subscription agreements, limited partnership or other operating
agreements or governing documents, (collectively, "Client Documentation") contains, among
other things, detailed guidelines and restrictions regarding the types of investments and overall
composition of a client portfolio, as well as Adviser's role and authority with respect to the
portfolio. In the case of Funds, investment guidelines are generally not tailored to the individual
needs of any particular investor in a Fund.
Adviser's relationships with certain clients and investors, including affiliates of Adviser, could
result in a benefit to such persons relative to others reflected in Client Documentation for such
clients. For example, the terms of SMAs with such clients may provide for more frequent, specific,
or detailed information concerning the portfolio, strategy and specific investments in the portfolio
than will be routinely provided to Adviser's other clients, unless requested, and Adviser may
provide information to such clients without any obligation or commitment to provide the same
information to all clients, subject to Adviser's obligations under the Advisers Act.
Additionally, Adviser and/or Jersey Manager may enter into side letter agreements or other similar
separate agreements with certain investors, which may include affiliates of Adviser, in a Fund that
have the effect of establishing rights under or altering or supplementing the terms of Client
Documentation with respect to such investors. Subject to applicable laws and regulations, such
different or supplemental terms may include, but are not limited to, information rights, excuse or
"opt out" rights with respect to certain investments, liquidity/redemption rights, reduced
management fees and carried interest/performance fees, and most favored nations
clauses. Additional information with respect to side letter arrangements can be found in Client
Documentation.
The Funds and clients under the SMAs are collectively referred to herein as "clients" for purposes
of detailing Adviser's intended business. The description of Adviser's clients is not exhaustive;
consequently, Adviser may provide advisory services to other types of clients not described herein.
To the extent there is a deviation between the general descriptions provided in this Brochure and
the provisions and disclosures in Client Documentation applicable to a specific client, the terms of
the Client Documentation shall govern with respect to such client.
Co-Investment
In certain circumstances and subject to relevant Client Documentation, Adviser may in its
discretion, but is not obligated to, offer co-investment opportunities to Adviser Related Parties (as
defined below) as well as other clients and/or third parties, for participation directly, indirectly or
through co-investment vehicles advised or managed by Adviser. Such co-investments typically
involve investment and disposal of interests in the applicable portfolio company at the same time
and on the same terms as the Fund or other vehicle or investor making the investment. From time
to time, for strategic and other reasons, a co-investor or co-invest vehicle may purchase or dispose
of a portion of an investment from or to one or more Funds.
Unless provided to the contrary in Client Documentation, Adviser may select co-investors in its
sole discretion where such co-investor's participation in the co-investment would, in Adviser's
opinion, be in the interests of the clients or investors participating in the co-investment based on,
among other things, Adviser's ability to complete, operate, manage, dispose of or otherwise add
value to the investment.
In Adviser's discretion, Adviser may waive or reduce fees paid by certain co-investors. In certain
cases where co-investors evaluate a potential investment alongside existing clients and where the
potential investment is not consummated, the full amount of any expenses relating to such potential
but unconsummated investment are borne entirely by clients which would have made such
investment, rather than Adviser or the co-investor, consistent with Adviser's policies and
procedures and relevant Client Documentation. In the case of a consummated co-investment
opportunity, clients will receive a smaller allocation than they otherwise might have had there been
no participation from a co-investor.
Regulatory Assets Under Management
Adviser’s Fund and SMA client regulatory assets under management is $ 3,088,936,696 (all on a
non-discretionary basis). In addition, as set forth in Form ADV Part 1 Schedule D, Adviser
manages approximately $ 2,248,066,626 of investments for affiliated entities (including Cain
International) with which it shares common parent entities.
Regulatory Limitations and Strategy
Adviser is an "Appointed Representative" of Langham Hall Fund Management LLP ("Langham
Hall "), which is authorized and regulated by the Financial Conduct Authority ("FCA") (FRN:
746018). As an Appointed Representative of Langham Hall, Adviser is not itself authorized by the
FCA but is able to rely upon its appointment as an “Appointed Representative” to undertake certain
UK regulated activities from the UK, principally being “advising” and “arranging” activities (i.e.
non-discretionary investment management). As of the date of this Brochure, discretionary
investment management services will therefore be limited to instruments that do not require
Adviser to be authorized by the FCA in the UK to discretionarily manage such instruments.
Adviser may seek independent authorization by the FCA to enable Adviser to continue to perform
the regulated activities it is permitted to perform as an “Appointed Representative” and in addition
to undertake discretionary investment management. However, until such time as Adviser is
independently authorized by the FCA and for so long as the Client Documentation requires it,
Jersey Manager will exercise full responsibility for making and effecting investment decisions for
the EREO Fund.